Going Private Buyouts and Shareholder Wealth Gains: Impact of Corporate Governance, Market Neglect and Debt Capacity

2006 ◽  
Author(s):  
Puliyur Sudi Sudarsanam
Keyword(s):  
Corporate Governance ◽  
Shareholder Wealth ◽  
Going Private ◽  
Debt Capacity

The SEC’s Impact on the Federalization of Corporate Governance—A Traditional Perspective

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Insider Trading ◽  
Securities And Exchange Commission ◽  
Outside Directors ◽  
Tender Offers ◽  
Going Private ◽  
Rule Making

This chapter examines, from a traditional perspective, several areas where the Securities and Exchange Commission (SEC) has impacted corporate governance in a meaningful way. By way of example, these subjects include insider trading, qualitative materiality, the role of gatekeepers (such as outside directors, attorneys, and accountants), the Commission’s use of disclosure to influence conduct, the implementation by subject companies of undertakings pursuant to SEC enforcement proceedings, and mergers and acquisitions (including tender offers and going-private transactions). This chapter’s focus is on the manner in which the SEC for well over 50 years has impacted corporate governance by means of exercising its rule-making and oversight authority.

Transnational Corporate Governance: The State of the Art and Twenty-First-Century Challenges

2021 ◽  
pp. 614-646
Author(s):  
Dionysia Katelouzou ◽  
Peer Zumbansen
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Shareholder Wealth ◽  
Performance Measure ◽  
The State ◽  
First Century ◽  
Access To Health Services ◽  
Wide Range ◽  
Shareholder Wealth Maximization ◽  
Twenty First Century

This chapter explores corporate governance as a transnational regulatory field. Mirroring the rise in importance of the idea of shareholder wealth maximization as a firm’s definitive performance measure, corporate governance became a hotly contested field of competing visions of firms’ institutional and normative infrastructure in search of creating the most advantageous conditions to attract capital in volatile markets. This shift occurred at the same time that regulatory transformations in Western postindustrial societies since the early 1980s had begun to significantly shift public service provision and state-organized frameworks for old-age security guarantees and access to health services. Today’s corporate governance laboratory is a transnational force field, fought over by a host of different state and nonstate actors and also by private actors such as institutional investors. Meanwhile, following the financial crises in 2001, 2008 and 2020 and the simultaneously growing pressure on corporations from human rights, gender equality, and environmental groups, the corporate governance debate again is shifting. This time, a diversity of issues are being discussed under the corporate governance rubric, indicating a more comprehensive engagement with the firm’s purpose and functions and its societal obligations and responsibilities. Given the crucial role of firms as the residual claimants of a wide-ranging retreat of the state from its role in guaranteeing and providing a wide range of social functions, corporate governance is a mirror for the transformation of public and private power, and it has to address the twenty-first-century challenges, including global value chains and the proliferation of institutional investors, unfolding on a planetary scale.

scholarly journals Impact of Corporate Governance on Firms’ Financial Flexibility in the Emerging Economy: Evidence From Bangladesh

2019 ◽  
Vol 9 (4) ◽  
pp. 183
Author(s):  
Md Rashidul Islam ◽  
Man Wang ◽  
Muhammad Zulfiqar
Keyword(s):  
Corporate Governance ◽  
Firm Size ◽  
Significant Influence ◽  
Financial Constraints ◽  
Positive Impact ◽  
Financial Flexibility ◽  
Book Value ◽  
Internal Funds ◽  
Debt Capacity ◽  
The Relationship

Corporate governance has a positive impact on firm performance. Financial flexible firms are a better performer when there are financial constraints as well as financial crises. However, what motivates financial flexibility is a dearth research area in the existing finance literature. The objectives of this research are to investigate the relationship between corporate governance and financial flexibility; how corporate governance influence financial flexibility; and, what factors of corporate governance are dominant to influence financial flexibility. To pursue the research objectives we chose Cement Industry of Bangladesh as a case. We consider liquidity, Internal Funds and Unused debt capacity as the proxy of financial flexibility and Ownership Concentration, Board Size, Board Independence as Corporate Governance variables and Firm Size, Market to Book Ratio, Debt Capacity, Financial Constraints and Firm Age as control variable to estimate the relationship between corporate governance and financial flexibility. This study evidences that Board Structure has no significant influence on firms’ cash holding(Liquidity).However, Firms Age and Market to Book Value have a significant influence on firms' cash position. This study also finds that Ownership Structure has no positive impact on Firms' Unused Debt Capacity but Financial Constraints and Market to Book Value have a positive significant impact on firms' unused debt capacity. However, Firm Size has a positive relationship with Internal Funds.

scholarly journals Factors influencing the going private decision - a Hazard model approach

2016 ◽  
Vol 13 (2) ◽  
pp. 532-545
Author(s):  
Lucia Ehn
Keyword(s):  
Corporate Governance ◽  
Research Question ◽  
Hazard Model ◽  
Private Companies ◽  
Going Private ◽  
Factors Influencing ◽  
Logistic Regressions ◽  
Cox Hazard Model ◽  
Model Approach

The aim of this paper is to characterize companies which voluntarily changed their ownership from public to private. The research question addressed in this paper is, if it is possible to characterize going private companies in earlier stages than just shortly before the announcement of their step into privacy. I therefore examine going private companies in a lifecycle context with Cox hazard model and conduct additional logistic regressions at the time of the IPO and shortly before delisting. Further, I not only focus on companies’ fundamentals, but also on perceptibility and corporate governance variables. With data of 1’184 US IPOs from 1990 to 2013, my results show that both, perceptibility and corporate governance variables accelerate the going private decision.

The effect of corporate governance mechanisms on European Mergers and Acquisitions

2018 ◽  
Vol 18 (5) ◽  
pp. 965-986 ◽  
Author(s):  
Ioannis Tampakoudis ◽  
Michail Nerantzidis ◽  
Demetres Soubeniotis ◽  
Apostolos Soutsas
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Economic Impact ◽  
Abnormal Returns ◽  
Voting Rights ◽  
Shareholder Wealth ◽  
Wealth Effects ◽  
Board Size ◽  
Content Type ◽  
Acquiring Firms

Purpose The purpose of this study is twofold: First, to assess the economic impact of Mergers and Acquisitions (M&As) on European acquiring firms from the beginning of the sixth merger wave onward. And second, to investigate the effect of CG mechanisms such as board size, voting rights and anti-takeover provisions (ATPs) on acquirers’ gains, along with a set of control variables. Design/methodology/approach For the purpose of the study, the authors use a sample of 349 completed M&As across all business sectors between European firms from 01/01/2003 to 31/12/2017. Abnormal returns are estimated by applying an event study methodology, and the effects of CG mechanisms are assessed with univariate and multivariate cross-sectional regressions. Findings The authors present evidence that acquirers realize significant positive excess returns upon the announcement of M&As. The authors find past profitability to be a strong indicator of value creation, while most of the traditional firm-specific and deal variables fail to interpret the results. The authors’ analysis indicates that the examined CG measures have a significant effect on acquirer’s gains. More specifically, the authors find that boards in excess of eight directors are negatively related to announcement-period abnormal returns. In contrast, the wealth effects for acquiring firms are positively related to shareholders’ voting rights and/or to the number of ATPs. The estimated coefficients of all three CG mechanisms are statistically significant across alternative model specifications. Research limitations/implications A clear implication is that the existence of certain CG mechanisms leads to value-enhancing strategic decisions for European acquirers. In terms of policy direction, the authors’ findings assist practitioners and/or national and transnational institutions in perceiving the efficacy of certain CG practices. Practical implications This study indicates that Corporate Governance Statements (CGSs) fail to provide adequate information to investors to understand in-depth the CG mechanisms that companies apply. Thus, the authors recommend that CGSs should provide not only narrative information but also information that may generate value for shareholders and other stakeholders as well. Such information should be qualitative and/or quantitative in nature and be made available to market participants to support their decision-making. Originality/value To the authors knowledge, this is the first study that investigates the effect of CG on the economic impact of M&As for European acquirers, using three widely examined CG mechanisms, namely, the board size, the voting rights and the ATPs. The authors’ empirical findings form the basis for further examination of the linkage between M&As and CG, with the intention of establishing the appropriate CG framework that will ensure shareholder wealth creation. This line of research could produce new insights in the field, allowing investors and policymakers to appreciate the benefits of effective CG.

Corporate Governance and Culture in Banking

2019 ◽  
pp. 130-152 ◽  
Author(s):  
Jens Hagendorff
Keyword(s):  
Corporate Governance ◽  
Executive Compensation ◽  
Corporate Culture ◽  
Balance Sheet ◽  
Shareholder Wealth ◽  
Agency Conflicts ◽  
Executive Pay ◽  
Financial Firms ◽  
The Board Of Directors ◽  
Governance Arrangements

Banks differ from non-financial firms. These differences affect the manner of agency conflicts between the various bank stakeholder groups compared with non-financial firms. However, the main corporate governance arrangements used in the banking industry to mitigate these agency conflicts are largely similar to those of non-financial firms. A case in point is executive compensation. No other major industry has less equity on the balance sheet than banking. However, executive pay in banking is linked to shareholder wealth just as in other industries thus exacerbating existing incentives for bank managers to shift risk. Further, the governance arrangements in banking make the corporate culture prevailing in banks an important subject to study. This chapter reviews the literature on corporate governance in banking with a focus on those aspects of corporate governance in which banks (should) differ from non-financial firms, that is, executive compensation, the composition of the board of directors, and culture in banks. The chapter encourages a more profound rethink of the corporate governance of banks.

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